CHICAGO STOCK EXCHANGE, INC. MARKET REGULATION DEPARTMENT INFORMATION CIRCULAR. RE: ishares INTEREST RATE HEDGED ETFS TO BEGIN TRADING ON CHX

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1 July 23, 2015 ETF CHICAGO STOCK EXCHANGE, INC. MARKET REGULATION DEPARTMENT INFORMATION CIRCULAR RE: ishares INTEREST RATE HEDGED ETFS TO BEGIN TRADING ON CHX Pursuant to Information Circular MR 08-16, the Chicago Stock Exchange, Inc. ( CHX or the Exchange ) is issuing this Information Circular to advise that the following securities have been approved for trading on the Exchange as a UTP derivative securities product pursuant to Exchange Article 22, Rule 6: Security Security: (the Shares ) ishares Interest Rate Hedged 10+ Year Credit Bond ETF ishares Interest Rate Hedged Emerging Markets Bond ETF Commencement of Trading: July 24, 2015 Issuer: ishares U.S. ETF Trust ( Trust ) Website: Primary Listing Exchange: NYSE Arca Primary Exchange Circular: RB Issuer Registration Statement: and Symbol CLYH EMBH The purpose of this information circular is to outline various rules and policies that will be applicable to trading in this new product pursuant to the Exchange s unlisted trading privileges, as well as to provide certain characteristics and features of the Shares. For a more complete description of the Issuer, the Shares and the underlying market instruments or indexes, visit the Issuer Website, consult the Prospectus available on the Issuer Website, examine the Issuer Registration Statement or review the most current information bulletin issued by the Primary Listing Exchange (which as of the date hereof is set forth above as the Primary Exchange Circular ). The Issuer Website, the Prospectus, the Issuer Registration Statement and the Primary Exchange Circular are hereafter collectively referred to as the Issuer Disclosure Materials. The Primary Exchange Circular cited above contains the following information:

2 Background Information on the Fund The Funds are actively managed ETFs and, thus, do not seek to replicate the performance of a specified passive index of securities. The ishares Interest Rate Hedged 10+ Year Credit Bond ETF (the Credit Fund ) will invest at least 80% of its net assets in investment-grade U.S. corporate bonds and U.S. dollardenominated bonds, including those of non-u.s. corporations and governments, with remaining maturities greater than ten years, in one or more underlying funds that principally invest in investment-grade bonds and in U.S. Treasury securities. As of its inception date, the Credit Fund intends to initially invest a substantial portion of its assets in one underlying fund, the Credit Underlying Fund (NYSE Arca: CLY). The Credit Fund will attempt to mitigate the interest rate risk of the underlying securities and/or the Credit Underlying Fund primarily through the use of short positions in both U.S. Treasury futures contracts and interest rate swaps. The bonds in which the Credit Fund and/or the Credit Underlying Fund invest may include investment-grade bonds and generally have at least ten years until maturity at the time of investment. The Credit Fund s short positions are not intended to mitigate credit risk or other factors influencing the price of investment-grade corporate bonds, which may have a greater impact than interest rates. The ishares Interest Rate Hedged Emerging Markets Bond ETF (the EM Fund ) will invest at least 80% of its net assets in U.S. dollar-denominated emerging market bonds, in one or more underlying funds that principally invest in emerging market bonds, and in U.S. Treasury securities. As of its inception date, the EM Fund intends to initially invest a substantial portion of its assets in one underlying fund, the EM Underlying Fund (NYSE Arca: EMB). The EM Fund will attempt to mitigate the interest rate risk of the underlying securities and/or the EM Underlying Fund primarily through the use of short positions in both U.S. Treasury futures contracts and interest rate swaps. The bonds in which the EM Fund and/or the EM Underlying Fund invest may include both investment-grade and non-investment-grade bonds and generally have at least two years until maturity at the time of investment. The EM Fund s short positions are not intended to mitigate credit risk or other factors influencing the price of emerging market bonds, which may have a greater impact than interest rates. For more information regarding each Fund s investment strategy, please read the Trust s prospectus for the Funds. As described more fully in the Trust s prospectus and Statement of Additional Information, each Fund will issue and redeem Shares on a continuous basis at their net asset value ( NAV ). Each Fund will issue or redeem shares that have been aggregated into blocks of 50,000 shares and or multiples thereof ( Creation Units ) to authorized participants who have entered into agreements with the Funds distributor. The Funds generally will issue or redeem Creation Units in return for a designated portfolio of securities (and an amount of cash) that the Funds specify each day. Shares are held in book-entry form, which means that no share certificates are issued. The Depository Trust Company or its nominee is the record owner of all outstanding Shares and is recognized as the owner of all Shares for all purposes. The NAV of each Fund is generally determined as of the close of trading (normally 4:00 p.m., Eastern Time) on each day the New York Stock Exchange is open for business. The NAV of the Fund is calculated by dividing the value of the net assets of the Fund (i.e., the value of its

3 total assets less total liabilities) by the total number of outstanding shares of the Fund, generally rounded to the nearest cent. Risk Factor Information Interested persons are referred to the discussion in the prospectus for each Fund of the principal risks of an investment in the Fund. These include, but are not limited to: asset class risk, call risk, concentration risk, credit risk, derivatives risk, energy sector risk, extension risk, financials sector risk, geographic risk, hedging risk, high portfolio turnover risk, high yield securities risk, income risk, interest rate risk, investment in Underlying Fund risk, issuer risk, liquidity risk, long/short strategy risk, management risk, market risk, market trading risk, nondiversification risk, non-u.s. agency risk, non-u.s. issuers risk, prepayment risk, privatelyissued securities risk, reliance on trading partners risk, risk of investing in developed countries, risk of investing in emerging market countries, risk of investing in the United States, risk of swap agreements, securities lending risk, sovereign and quasi-sovereign obligations risk, tax risk, telecommunications sector risk, U.S. Treasury obligations risk, and utilities sector risk,. In addition, the market prices of the Shares will fluctuate in accordance with changes in NAV as well as the supply and demand for the Shares. As a result, the Shares may trade at market prices that may differ from their NAV. The NAV of the Shares will fluctuate with changes in the market value of a Fund s holdings. BECAUSE WHAT FOLLOWS IS ONLY A SUMMARY OF THE RELIEF OUTLINED IN THE NO-ACTION LETTER(S) REFERENCED ABOVE, THE EXCHANGE ADVISES INTERESTED PARTIES TO CONSULT THE NO-ACTION LETTER(S) FOR MORE COMPLETE INFORMATION REGARDING THE MATTERS COVERED THEREIN AND THE APPLICABILITY OF THE RELIEF GRANTED IN RESPECT OF TRADING IN THE SHARES. INTERESTED PARTIES SHOULD ALSO CONSULT THEIR PROFESSIONAL ADVISORS. Exchange Rules Applicable to Trading in the Shares The Shares are considered equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. The Shares are also a UTP Derivative Securities as specified in Exchange Article 22, Rule 6, and as such are subject to the additional provisions specific to that Rule. In particular, Participants are reminded of their obligations under the following CHX Rules: Trading Hours The shares will trade during the Exchange s Early Session (6:00 a.m. to 8:30 a.m. CT); the Regular Trading Session (8:30 a.m. to 3:00 p.m. CT) and the Late Trading Session (commences immediately after the Regular Trading Session and ends at 3:15 p.m. CT). Please note that trading in the Shares during the Exchange s various trading sessions may result in additional trading risks which include: (1) lower liquidity which may impact pricing, (2) higher volatility (3) wider spreads and (4) other risks including among other things, the lack of calculation or dissemination of the intra-day indicative value or a similar value. The minimum trading increment is $.01. Customer Dealings Suitability

4 Exchange Article 8, Rule 11 provides that prior to the execution of a transaction recommended to a customer, a Participant shall make reasonable efforts to obtain information concerning: (1) the customer s financial status, (2) the customer s tax status, (3) the customer s investment objectives, and (4) such other information used or considered to be reasonable by such Participant in making recommendations to the customer. Based on this information, the Participant must have reasonable grounds to believe that the recommendation is suitable for such customer. Prospectus Delivery/Product Description Participants are subject to the prospectus delivery requirements under the Securities Act of 1933, unless the new derivative securities product is the subject of an order by the Securities and Exchange Commission exempting the product from certain prospectus delivery requirements under Section 24(d) of the Investment Company Act of 1940 and the product is not otherwise subject to prospectus delivery requirements under the Securities Act of The Exchange shall inform its Participants regarding the application of the provisions of this subparagraph to a particular derivative securities product by means of a Regulatory Information Circular: The Exchange requires that Participants provide to all purchasers of a derivative securities product a written description of the terms and characteristics of those securities, in a form approved by the Exchange or prepared by the open-ended management company issuing such securities, not later than the time a confirmation of the first transaction in such series is delivered to such purchaser. In addition, Participants shall include a written description with any sales material relating to a derivative securities product that is provided to customers or the public. Any other written materials provided by a Participant to customers or the public making specific reference to the derivative securities product as an investment vehicle must include a statement substantially in the following form: "A circular describing the terms and characteristics of [the derivative securities product] has been prepared by the [open-ended management investment company name] and is available from your broker. It is recommended that you obtain and review such circular before purchasing [the derivative securities product]." A Participant carrying an omnibus account for a non-participant is required to inform such non-participant that execution of an order to purchase a derivative securities product for such omnibus account will be deemed to constitute an agreement by the non-participant to make such written description available to its customers on the same terms as are directly applicable to the Participant under this rule. Upon request of a customer, a Participant shall also provide a prospectus for the particular derivative securities product. Upon request of a customer, a Participant shall also provide a prospectus for the particular derivative securities product. Trading Halts Exchange Article 22, Rule 6(a)(iii) provides that, in addition to the Exchange s authority to suspend or halt trading under Article 20, Rule 1(d) (Trading Suspensions or Halts) and Article 20, Rule 2 (Trading Halts Due To Extraordinary Market Volatility), if a

5 temporary interruption occurs in the calculation or wide dissemination of the intraday indicative value (or similar value) or the value of the underlying index or instrument and the listing market halts trading in the product, the Exchange, upon notification by the listing market of such halt due to such temporary interruption, also shall immediately halt trading in that product on the Exchange. The Shares will be traded following a trading halt in accordance with Interpretations and Policies.02 of Exchange Article 20, Rule 1. In addition, for a UTP Derivative Securities product where a net asset value is disseminated, if the primary listing exchange notifies the Exchange that the net asset value is not being disseminated to all market participants at the same time, the Exchange will immediately halt trading in such security. The Exchange may resume trading in the UTP Derivative Security only when the net asset value is disseminated to all market participants at the same time or trading in the UTP Derivative Security resumes on the listing market. THIS INFORMATION CIRCULAR IS NOT A STATUTORY PROSPECTUS. MEMBERS AND MEMBER ORGANIZATIONS SHOULD CONSULT THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION FOR ALL RELEVANT INFORMATION RELATING TO SHARES OF THE FUND. * * * * Inquiries regarding this Information Memo should be directed to Peter D. Santori, Executive Vice President and Chief Regulatory Officer, at (312)